8-K 1 eh1200994_8k.htm FORM 8-K eh1200994_8k.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)  August 9, 2012
 
RALPH LAUREN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
     
DELAWARE
(State or Other Jurisdiction of Incorporation)
     
001-13057
  
13-2622036
(Commission File Number)
  
(IRS Employer Identification No.)
     
     
650 MADISON AVENUE, NEW YORK, NEW YORK
10022
(Address of Principal Executive Offices)
(Zip Code)
     
(212) 318-7000
(Registrant’s Telephone Number, Including Area Code)
     
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
ITEM 5.07.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 

 
(a)  
The Annual Meeting of Stockholders of Ralph Lauren Corporation (the “Company”) was held on August 9, 2012.
 
(b)  
The shareholders (i) elected all of the Company’s nominees for director to serve until the Company’s 2013 Annual Meeting of Stockholders, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 30, 2013, (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices and (iv) approved the Company’s Amended and Restated Executive Officer Annual Incentive Plan.
 
 
1.  
Election of Directors:
 
Each person duly elected as a director received the number of votes indicated beside his or her name below.  Class A directors are elected by the holders of Class A common stock and Class B directors are elected by holders of Class B common stock.  On the matters other than the election of directors, shares of Class A common stock are entitled to one vote per share and shares of Class B common stock are entitled to ten votes per share.
 

 
Class A Directors
Number of Votes For
Number of Votes Withheld
Non-Votes
Frank A. Bennack, Jr.
49,576,713
1,561,254
2,279,679
Joel L. Fleishman
48,314,021
2,823,946
2,279,679
Steven P. Murphy
50,711,121
426,846
2,279,679

 
Class B Directors
Number of Votes For
Number of Votes Withheld
Non-Votes
Ralph Lauren
308,312,760
0
0
Roger N. Farah
308,312,760
0
0
Jackwyn L. Nemerov
308,312,760
0
0
John R. Alchin
308,312,760
0
0
Arnold H. Aronson
308,312,760
0
0
Dr. Joyce F. Brown
308,312,760
0
0
Hubert Joly
308,312,760
0
0
Judith A. McHale
308,312,760
0
0
Robert C. Wright
308,312,760
0
0
 
 
 
 
 
 
 
2.  
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 30, 2013:
 
 
Number of
Votes For
Number of
Votes Against
Abstentions
Non-
Votes
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 30, 2013
360,230,373
1,432,178
67,855
N/A

 
 
3.  
Approval, on an advisory basis, of the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices:
 
 
Number of
Votes For
Number of
Votes Against
Abstentions
Non-
Votes
Approval, on an advisory basis, of the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices
355,128,014
4,224,418
98,295
2,279,679
 
 
 
4.  
Approval of the Company’s Amended and Restated Executive Officer Annual Incentive Plan:
 
 
Number of
Votes For
Number of
Votes Against
Abstentions
Non-
Votes
Approval of the Company’s Amended and Restated Executive Officer Annual Incentive Plan
358,191,147
1,173,957
85,623
2,279,679

 
 

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  RALPH LAUREN CORPORATION  
       
Date:  August 14, 2012
By:
/s/ Robert L. Madore  
    Name:  Robert L. Madore   
   
Title:    Senior Vice President and
      Interim Chief Financial Officer